We propose to develop ROC2 to protect software from reverse engineering or compromise by automatically inserting strong Protect/Detect/React functionality into binaries by obfuscating executables, providing randomly different variants of the same binary, and permitting the software only to run on the target site, all without performance penalty or knowledge of source code. ROC2 extends the Random Obfuscating Compiler (ROC1) we previously developed for OSD/AFRL, to protect IP from adversaries with root privileges, the one class of adversary who could conceivably defeat ROC1. The US is at war. Our adversaries continually strive to reverse engineer critical software to eliminate our technological edge. We think ROC2 is feasible now. Fred Smith, PI, was PI on ROC1, which we demoed successfully for AFRL in November 2003. Dr. George Markowsky, chairman of the University of Maine Computer Science Department, will contribute extensive Beowulf computing facilities and expertise in LINUX and UNIX. We will design and build a prototype ROC2 that proves feasibility when tested on Beowulf clusters, then perform security penetration attack analysis to determine ROC2's effectiveness. Testing our ROC2 prototype in the HPC environment will provide a sound basis for developing a complete prototype toolset in Phase II.